CorporateGovernance
Functional Committee
Board Of Director
Term: June 27, 2022 – June 26, 2025
The board’s primary responsibility is to “monitor” the company’s compliance with statutory requirements, financial transparency, and prompt disclosure of important information. Etc., to fulfill the responsibility of supervision.
The second responsibility is to guide the management team, listen to the management team regularly, evaluate the likelihood of success of the business strategy, and constantly review the progress of the strategy and timely adjustments.
The third responsibility is to maintain smooth and sound communication between the management and the Board, and to work hard to implement the direction of the Board and the operation of the business in the best interests of all investment shareholders.
The company advocates and respects the diversity policy of the board of directors. In order to strengthen corporate governance and promote the sound development of the composition and structure of the board of directors, the selection and appointment of the members of the Director Board are based on the principle of meritocracy, with diverse and complementary capabilities across industries. The company has nine directors, including four independent directors. One of them is a woman; The professional background of the board members covers the electronics, communications, finance, legal and management industry experience. They have the operational judgment, accounting and financial analysis ability, operation management ability, crisis management ability, industry knowledge, international market perspective, leadership and decision-making ability required by the company.
| Job title | Name |
|---|---|
※ In accordance with Article 10 of the Corporate Governance Best Practice Principles for TWSE Listed Companies, the Company will at least once a quarter inform the current directors, managers and employees of the information related to insider trading laws and regulations, and remind the stock trading closure period 30 days before the announcement of the annual financial report and 15 days before the announcement of the quarterly financial report.
※ Specific Management Objectives and Achievements of the 13th Board of Directors (2022-2025) Diversity Policy:
| Specific Management Objectives | Achievements |
| No more than 1/2 of the independent directors to serve more than 3 consecutive terms. | Achieved. Only 1/2 of our independent directors have served 3 terms. |
| Board seats must include members of different genders. | Achieved. Among our nine directors, there is one female independent director. |
| Less than 1/3 of the directors to hold concurrent positions as employees or managers. | Achieved. Only two of our directors hold positions as employees or managers. |
| More than 1/2 of the directors to possess core competencies required by the company. | Achieved. Our directors collectively cover eight areas of expertise, six of which are possessed by all directors. |
| Performance evaluation | Executive unit | Evaluation interval | Evaluation method | Standard | Evaluation result | Improvement proposals and future improvement plans | Board date |
| Internal performance evaluation | Auden Techno Corp. | 2023 | Survey | 1. Level of participation in the operation 2.Decision quality 3.Composition and structure 4.Elective/Professional and continuing education 5.Internal Controls |
Meet the standard | 113.03.13 | |
| External performance evaluation | TIRI | 2024 | Survey and online interview | 1.Composition and professional development 2.Decision quality 3.Operational effectiveness 4.Internal control and risk management 5.Participation degree of corporate social responsibility |
Meet the standard | 1.Earlier plan to have one-third of board seats held by women 2.Develop an intellectual property management plan |
NA |
Audit Committee
Term: June 27, 2022 – June 26, 2025
Since 2015, the Company has set up an “Audit Committee” as a substitute supervisor. The members of the committee are composed of all independent directors. The main responsibilities of the committee are to consider and review the following matters:
1. Review financial reports
2. Evaluate the effectiveness of the internal control system
3. Compliance with regulations
4. Offering or issuing securities
5. Corporate risk management
6. The certified accountant provides independent assessment of audit and non-audit nature
7. Pre-review of appointment, remuneration and services of visa accountants
8. Annual audit plan.
9. Other major matters stipulated by the Company or the competent authority
| Job title | Name |
|---|---|
Remuneration Committee
Term: June 27, 2022 – June 26, 2025
The Company has set up a “Remuneration Committee” since the year 2011. The members of the committee are composed of three independent directors. The main responsibilities of the committee are as follows:
1. Regularly review the “Remuneration Committee Charter” and put forward suggestions for amendments.
2. Formulate and regularly review the policies, systems, standards and structures for performance evaluation of directors and managers, annual and long-term performance targets and compensation.
3. Regularly evaluate and determine the performance targets of directors and managers to determine compensation.
| Job title | Name |
|---|---|
Corporate Sustainable Development Committee
Term: August 8, 2023 – June 26, 2025
Since 2023, the Company has set up a “Corporate Sustainable Development Committee”, which consists of 4 independent directors and a total of 7 members. The main responsibilities of the committee are as follows:
1. Regularly review the “Corporate Sustainable Development Committee Charter” and propose amendments.
2. Formulate and regularly review the company’s corporate governance functions related to sustainable operations, ESG development direction and corporate social responsibility.
3. strengthen the disclosure of corporate social responsibility information.
| Job title | Name |
|---|---|